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such funds are the basis for this Grant Agreement. Department will email the Subrecipient ten (10) business days prior to termination. A.33 ln the event the Department, in sole discretion, determines the subrecipient has failed to fulfill in a timely and proper manner its obligations under this Agreement, is in an unsound financial condition soas to endanger performance hereunder,is in violation of any laws or regulations that render theSubrecipient unable to perform any aspect of the Agreement, or has violated any of the covenants, agreements or stipulations of this Agreement,the Department has the right to immediately suspend or terminate this Agreement in whole or in part. The Department may notiff the Subrecipient in writing of the need to take corrective action and provide a period of time in which to cure. The Department is not required to allow the Subrecipient an oppbrtunity to cure if it is not feasible as determined solely within the Department's discretion. Any time allbwed for cure shall not diminish or eliminate the Subrecipient's liability for damages or otherwisi affect any otherremedies available to the Depadment. lf the Department allows the Subrecipient an opportunity to cure,the Department shall notify the Subrecipient in writing of the need to take corrective action. lf the corrective action is not taken within ten (10) calendar days or as otherwise specified by the Department,or if such corrective action is deemed by the Department to be insufficient, the Rireemeni may be terminated in whole or in part. The Department reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Subrecipient from incuning additional obligations of funds during investigation of thealleged compliance breach, pending corrective action by-the Subrecipient, if allowed, dr pending a decision by the Department lo terminate the Agreement in whole or in part. ln theevent of termination, the Subrecipientshall be liable foralldamages as authorized by law, including, but not limited to, any cost difference between the original Agreement and the replacement or cover Agreement and all administrative.costs directly related to thi replacement Agreement, e.g., cost of administering the competitive solicitation process, mailing, advertising and other associaied-siaff time. The rights and remedies of the Department provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. lf it is determined thal the Subrecipient: (1) was not in default or material breach, or (2) failure to perform was outside of the Subrecipient's control, fault or negligence, the termination shall'be deemed to be a"Termination for Convenience". 4.34 TERMINATIONPROCEDURES ln addition to the procedures set forth below, if the Department terminates this Agreement, the Subrecipient shall follov any procedures specified in the teimination notice. Upon term-ination of this Agreement aF I addition to any other rights provided in this Agreement, the Dbparlment may require the Subrecipient to deliver to the Department any properg sp-cifically produceb or acquired for theperformance of such part of this Agreement as has been terminated. lf the termination is for convenience, the Department shall pay to the Subrecipient as an agreed uponprice, if separately stated, for properly authorized and completed work and services rendere-d or goods delivered to and accepted by the Department prior to the effective date of Agreement terminatio'n, the amount agreed upon by the Subrecipient and lhe Department for (i) completed-work and seruices and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services andlor equipment or supplies provided which are accepteO by ihe Department, 1iii1 other work, services andlor equipment or supplies which are accepted by the Department, and (iv) the piotection andpreservation of property. Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of thisAgreement. lf the termination is for cause, the Department shall determine the extent of the liability of the Department. The Department shall have no other obligation to the Subrecipient fortermination. ihe Department may withhold from any amounts due the Subrecipient such sum as the Department determines to be necessary to protect the Department against potentialloss or liability. The rights and remedies of the Department provided in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law. After receipt of a notice of termination, and except as otherwise directed by the Department in wr1ing, the Subrecipient shall: DHS-FEMA-HSGP-SHSP-FFY20 Page 20 of 41 Kittiras, County ot E2j-082